(Translations are not official, but for reference purposes only.)
Financial Instruments and Exchange Act (Act No. 25 of 1948) related to
Regulation on Credit Rating Agencies
Article 2 (Definitions)
(1) – (33) (omitted)
(34) The term "Credit Ratings" as used in this Act means a grade which indicates, by using
symbols or figures (including those specified by Cabinet Office Ordinance as being
similar thereto), the results of an assessment of the credit status of Financial Instruments
or juridical persons (including those specified by Cabinet Office Ordinance as being
similar thereto) (such assessment shall hereinafter be referred to as a "Creditworthiness"
in this paragraph) (such grade shall exclude that specified by Cabinet Office Ordinance as
a grade determined mainly by factors other than Creditworthiness).
(35) The term "Credit Rating Business" as used in this Act means conducting in the course
of trade such acts as determining Credit Ratings and either providing them to someone or
making them available to the public (excluding those acts specified by Cabinet Office
Ordinance as being unlikely to result in insufficient protection of investors in light of the
scope of the other party to the act and any other manner in which the acts are conducted).
(36) The term "Credit Rating Agency" as used in this Act means a person registered with the
Prime Minister under Article 66-27 of the Act.
(37) – (39) (omitted)
Article 38 (Prohibited Acts)
A Financial Instruments Business Operator, etc. or Officers or employees thereof shall not
conduct any of the following acts; provided, however, that in the case of the acts listed in
items (iv) to (vi) inclusive, those specified by Cabinet Office Ordinance as acts that are not
likely to result in insufficient protection of investors, harm the fairness of transactions or
cause a loss of confidence in Financial Instruments Business shall be excluded:
(i) - (ii) (omitted)
(iii) an act of soliciting a Contract for a Financial Instruments Transaction by refering to a
credit rating (excluding those Credit Ratings specified by Cabinet Office Ordinance as
being unlikely to result in insufficient protection of investors) determined by a person
engaged in the credit rating business without registration, while not informing said
customers of the matters specified by Cabinet Office Ordinance including the fact that the
rating is determined by said person who has determined the Credit Rating and has not
obtained the registration under Article 66-27 and the matters specified by Cabinet Office
Ordinance including the significance of said registration and any other matters, thereby
soliciting him/her to conclude a Contract for Financial Instruments Transaction
(iv) – (vii) (omitted)
Page 1 of 14
Chapter III-III Credit Rating Agency (Article 66-27 – Article 66-49)
Section 1 General Provisions
Article 66-27 (Registration)
A juridical person (including an organization without judicial personality for which a
representative person or administrator has been designated; hereinafter the same shall apply
in this Chapter, except in paragraph (1), item (ii) of the following Article and Article 66-47)
engaged in Credit Rating Business may obtain the registration from the Prime Minister.
Article 66-28 (Application for Registration)
(1) A person who intends to obtain the registration set forth in the preceding Article shall
submit a written application for registration containing the following matters to the Prime
Minister. In this case, a foreign juridical person shall designate a representative person in
Japan (limited to an individual who takes charge of business operations at all business
offices or offices that said foreign juridical person establishes in Japan so as to engage in
Credit Rating Business) or a person specified by Cabinet Office Ordinance as being
equivalent thereto and submit said written application for registration:
(i) trade name or name;
(ii) name(s) of the Officer(s) (including the representative person or administrator of an
organization without judicial personality for which a representative person or
administrator has been designated; hereinafter the same shall apply in this Chapter);
(iii) name and location of the business office or office for Credit Rating Business (the head
office, principal business office or office or any other business office or office in Japan,
for a foreign juridical person);
(iv) the type of the person's other business(es), if any; and
(v) other matters specified by Cabinet Office Ordinance.
(2) The following documents shall be attached to the written application for registration set
forth in the preceding paragraph:
(i) a document to pledge that the person does not fall under Article 66-30, paragraph (1),
item (ii) or (iii);
(ii) a document that contains the matters specified by Cabinet Office Ordinance as the
contents and methods of Credit Rating Business;
(iii) articles of incorporation and certificate of registered matters of the company
(including documents equivalent thereto); and
(iv) other documents specified by Cabinet Office Ordinance.
(3) In the case referred to in item (iii) of the preceding paragraph, when the articles of
incorporation are prepared in the form of an Electromagnetic Record, such Electromagnetic
Record (limited to that specified by Cabinet Office Ordinance) may be attached in lieu of
documents.
Article 66-29 (Registration in a Registry)
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(1) When an application for registration set forth in Article 66-27 has been filed, the Prime
Minister shall register the following matters in a registry of Credit Rating Agencies,
except when he/she refuses the registration under the provisions of the following Article:
(i) the matters listed in the items of paragraph (1) of the preceding Article; and
(ii) the date of registration and registration number.
(2) The Prime Minister shall make the registry of Credit Rating Agencies available for
public inspection.
Article 66-30 (Refusal of Registration)
(1) The Prime Minister shall refuse registration when an applicant falls under any of the
following items, or when a written application for registration or documents or
Electromagnetic Records to be attached thereto contain fake statements or records, or
lack statements or records about important matters:
(i) a person other than a juridical person;
(ii) a juridical person who falls under Article 29-4, paragraph (1), sub-item (a) or (b);
(iii) a juridical person who has a person falling under any of sub-items (a) to (g) inclusive
of Article 29-4, paragraph (2), item (ii) among its Officers;
(iv) a juridical person whose other business is found to be against the public interest; or
(v) a juridical person who is found not to have established a system necessary for the fair
and appropriate performance of the Credit Rating Business.
(2) The Prime Minister shall, in addition to what is provided for in the preceding paragraph,
refuse the registration when the applicant for registration has no business office or office
in Japan in cases where the applicant for registration is a foreign juridical person;
however, this shall not apply in cases specified by Cabinet Office Ordinance as such
where the relevant applicant for registration is deemed to be subject to appropriate
supervision of an administrative agency in foreign jurisdiction which supervises the
person who conducts business deemed to correspond to Credit Rating Business, or any
other organization equivalent to such agency, or in cases where the refusal of registration
under the main clause of this paragraph shall preclude sincere implementation of treaties
or any other international agreement.
Article 66-31 (Notification of Change)
(1) When there are any changes in the matters listed in the items of Article 66-28, paragraph
(1), a Credit Rating Agency shall notify the Prime Minister to that effect within two
weeks from the day of change.
(2) When the Prime Minister accepts a notification under the preceding paragraph, he/she
shall register the notified matters in a registry of Credit Rating Agencies.
(3) When there are any changes in the matters stated in the documents listed in Article
66-28, paragraph (2), item (ii), a Credit Rating Agency shall notify the Prime Minister to
that effect without delay, pursuant to the provisions of Cabinet Office Ordinance.
Section 2 Business
Page 3 of 14
Article 66-32 (Duty of Good Faith)
A Credit Rating Agency as well as Officers and employees thereof shall execute their
business in good faith and fairly from an independent standpoint.
Article 66-33 (Establishment of Operational Control Systems)
(1) A Credit Rating Agency shall establish operational control systems for the fair and
appropriate performance of its Credit Rating Business, pursuant to the provisions of
Cabinet Office Ordinance in order to conduct its Credit Rating Business with fairness and
adequacy.
(2) The operational control systems referred to in the preceding paragraph shall include
measures to maintain the quality of the business such as assigning persons with expert
knowledge and skills, measures to prevent the undermining of the investors' interests for
the purposes of pusuing its own interest or the interest of a Rating Stakeholders (meaning
person specified by Cabinet Office Ordinance as those who have interest with regard to
the matters subject to theCredit Ratings; the same shall apply in Article 66-35) and any
other measures for ensuring fairness in the business operation.
Article 66-34 (Prohibition of Name Lending)
A Credit Rating Agency shall not have another person engage in Credit Rating Business
under the name of said Credit Rating Agency.
Article 66-35 (Prohibited Acts)
A Credit Rating Agency or the Officers or employees thereof shall not conduct any of the
following acts with regard to their Credit Rating Business:
(i) in cases where the Credit Rating Agency or the Officers or employees thereof have a
close relationship specified by Cabinet Office Ordinance with a Rating Stakeholder, an
act of providing to someone or making available to the public, Credit Ratings on matters
specified by Cabinet Office Ordinance as those in which the said rating stakeholders has
interests;
(ii) in cases where the Credit Rating Agency or the Officers or employees thereof have
given advice to a rating stakeholder on matters specified by Cabinet Office Ordinance as
those that may have material influence on the Credit Rating related to the said Rating
Stakeholderer (excluding cases where the Credit Rating Agency or the Officers or
employees thereof have provided the details of the Rating Policy, etc. as defined in
paragraph (1) of the following Article in response to the request from the said rating
stakeholder or other cases specified by Cabinet Office Ordinance as being less likely to
result in insufficient protection of investors in light of the manner of advice), an act of
providing to someone or making available to the public the said Credit Ratings; and
(iii) in addition to what is listed in the preceding two items, acts specified by Cabinet
Office Ordinance as those resulting in insufficient protection of investors or causing a
loss of confidence in Credit Rating Business.
Page 4 of 14
Article 66-36 (Rating Policy, etc.)
(1) A Credit Rating Agency shall, pursuant to the provisions of Cabinet Office Ordinance,
establish the policies and methods for determining and also either providing to someone
or making available to the public the Credit Ratings (such policies shall collectively
referred to as the "Rating Policy, etc." in the following paragraph) and publish the said
Rating Policy, etc. The same shall apply when the Credit Rating Agency has changed the
Rating Policy, etc.
(2) A Credit Rating Agency shall conduct its Credit Rating Business in accordance with its
Rating Policy, etc.
Section 3 Accounting
Article 66-37 (Books and Documents Related to Business)
A Credit Rating Agency shall, pursuant to the provisions of Cabinet Office Ordinance,
prepare and preserve the books and documents related to its Credit Rating Business.
Article 66-38 (Submission of Business Reports)
A Credit Rating Agency shall, pursuant to the provisions of Cabinet Office Ordinance,
prepare a business report for each business year, and submit it to the Prime Minister within
the period specified by Cabinet Order after the end of each business year.
Article 66-39 (Public Inspection of Explanatory Documents)
A Credit Rating Agency shall, for each business year, prepare explanatory documents
containing the matters specified by Cabinet Office Ordinance as the matters concerning
status of business, and keep the said explanatory documents at all of its business offices or
offices and make them available for public inspection, as well as publicizing them via the
Internet or by any other method pursuant to the provisions of Cabinet Office Ordinance, for
one year from the day on which the period specified by Cabinet Order has elapsed after the
end of each business year.
Section 4 Supervision
Article 66-40 (Notification, etc. of Discontinuance of Business, etc.)
(1) When a Credit Rating Agency has come to fall under any of the following items, the
person specified in the respective items shall notify the Prime Minister to that effect
within 30 days from such day:
(i) when the Credit Rating Agency has abolished its Credit Rating Business (including
cases when said Credit Rating Agency has had all of its business (limited to those related
to Credit Rating Business; hereinafter the same shall apply in this Article) succeeded to
as a result of company split or has transferred all of its business): the juridical person
who has abolished or transferred its Credit Rating Business or has had its Credit Rating
Page 5 of 14
Business succeeded to;
(ii) when the juridical person who is a Credit Rating Agency has been extinguished as a
result of merger: the person who was an Officer representing such juridical person;
(iii) when the juridical person who is a Credit Rating Agency has dissolved as a result of
decision of commencement of bankruptcy proceedings: the bankruptcy trustee thereof;
and
(iv) when the juridical person who is a Credit Rating Agency has dissolved on grounds
other than a merger or decision of commencement of bankruptcy proceedings.
(2) When a Credit Rating Agency has come to fall under any of the items of the preceding
paragraph, the registration under Article 66-27 of said Credit Rating Agency shall lose its
effect.
(3) When a Credit Rating Agency intends to apply for the deletion of registration under
Article 66-27, to abolish its Credit Rating Business, to implement a merger (limited to a
merger in which said Credit Rating Agency is extinguished as a result of merger), to
dissolve on grounds other than a merger or a decision of commencement of bankruptcy
proceedings, to have all of its business succeeded to as a result of company split or
transfer all of its business, it shall, by 30 days prior to that day, give public notice to that
effect, pursuant to the provisions of Cabinet Office Ordinance.
(4) When a Credit Rating Agency has given the public notice under the preceding paragraph,
it shall immediately notify the Prime Minister to that effect.
(5) The provisions of Article 940, paragraph (1) (limited to the part pertaining to item (i))
and paragraph (3) of that Article of the Companies Act shall apply mutatis mutandis to
the case where a Credit Rating Agency (limited to a company) gives the public notice set
forth in paragraph (3) by means of Electronic Public Notice. In this case, any necessary
technical replacement of terms shall be specified by Cabinet Order.
(6) The provisions of Article 940, paragraph (1) (limited to the part pertaining to item (i))
and paragraph (3) of that Article, Article 941, Article 946, Article 947, Article 951,
paragraph (2), Article 953, and Article 955 of the Companies Act shall apply mutatis
mutandis to the case where a Credit Rating Agency (limited to a foreign company) gives
the public notice set forth in paragraph (3) by means of Electronic Public Notice. In this
case, any necessary technical replacement of terms shall be specified by Cabinet Order.
Article 66-41 (Order to Improve Business Operation)
When the Prime Minister finds it necessary and appropriate for the public interest or
protection of investors, with regard to the status of Credit Rating Agency's business
operations, he/she may order said Credit Rating Agency to change its business methods or
take other necessary measures for improving the status of business operations, within the
limit necessary.
Article 66-42 (Disposition Rendered for the Purpose of Supervision)
(1) In cases where a Credit Rating Agency falls under any of the following items, the Prime
Minister may rescind its registration under Article 66-27, or order suspension of all or
Page 6 of 14
part of its business by specifying a period not exceeding six months:
(i) when the Credit Rating Agency has come to fall under any of the items (excluding item
(iii)) of Article 66-30, paragraph (1);
(ii) when the Credit Rating Agency has come to fall under the grounds upon which the
registration shall be refused under Article 66-30, paragraph (2),
(iii) when the Credit Rating Agency has obtained the registration under Article 66-27 by
wrongful means;
(iv) when the Credit Rating Agency has violated laws and regulations or dispositions given
by a government agency based on laws and regulations with regard to its Credit Rating
Business;
(v) when there are facts that undermine the investors' interest with regard to the operations
of Credit Rating Business; or
(vi) when a wrongful act or extremely unjust act has been conducted with regard to Credit
Rating Business, and when the circumstances are especially serious.
(2) A Prime Minister may, when an Officer(s) (limited to the Officer stationed at the
business office or office in Japan or to the representative person in Japan, for a foreign
juridical person; hereinafter the same shall apply in this paragraph) of a Credit Rating
Agency has come to fall under any of sub-items (a) to (g) inclusive of Article 29-4,
paragraph (1), item (ii), is found to have already fallen under any of sub-items (a) to (g)
inclusive of that item at the time of the registration under Article 66-27, or has come to
fall under any of the items (iv) to (vi) inclusive of the preceding paragraph, order said
Credit Rating Agency to dismiss such Officer(s).
(3) When the locations of business offices or offices of a Credit Rating Agency are not
ascertained or the whereabouts of an Officer representing the Credit Rating Agency is not
ascertained, the Prime Minister shall give a public notice to that effect pursuant to the
provisions of Cabinet Office Ordinance, and may rescind registration of said Credit
Rating Agency if no request has been submitted by said Credit Rating Agency even after
30 days since the day of the public notice.
(4) The provisions of Chapter III of the Administrative Procedure Act shall not apply to the
disposition under the preceding paragraph.
Article 66-43 (Public Notice of Supervisory Disposition)
When the Prime Minister has rescinded the registration under Article 66-27 pursuant to the
provisions of paragraph (1) or (3) of the preceding Article or has ordered the suspension of
all or part of the business pursuant to paragraph (1) of the preceding Article, he/she shall
give public notice to that effect, pursuant to the provisions of Cabinet Office Ordinance.
Article 66-44 (Deletion of Registration)
When an application for deletion of registration under Article 66-27 has been filed by a
Credit Rating Agency, the registration under Article 66-27 has lost its effect under the
provisions of Article 66-40, paragraph (2), or the Prime Minister has rescinded registration
under Article 66-27 under the provisions of Article 66-42, paragraph (1) or (3), the Prime
Page 7 of 14
Minister shall delete said registration.
Article 66-45 (Order for the Production of Reports and Inspection)
(1) When the Prime Minister finds it necessary and appropriate for the public interest or
protection of investors, he/she may order a Credit Rating Agency, a person who conducts
transactions with the Credit Rating Agency, a person who has received entrustment of
business from the Credit Rating Agency, or the Associated Juridical Person of the Credit
Rating Agency (such Associated Juridical Person means the Subsidiary Juridical Person
of the Credit Rating Agency, a juridical person who has the Credit Rating Agency as its
Subsidiary Juridical Person or a Subsidiary Juridical Person of the juridical person who
has the Credit Rating Agency as its Subsidiary Juridical Person (excluding the Credit
Rating Agency) who is a juridical person that conduct acts of determining Credit Ratings,
or providing them to someone or making them available to the public in the course of
trade; hereinafter the same shall apply in this paragraph) to submit reports or materials
that will be helpful for understanding the business of the Credit Rating Agency, or have
the officials inspect the status of the business, documents, or other articles of the Credit
Rating Agency, the person who received entrustment of business from the Credit Rating
Agency, or the Associated Juridical Person of the Credit Rating Agency (with regard to
the person who has received entrustment of business from the Credit Rating Agency or
the Associated Juridical Person of the Credit Rating Agency, the inspection shall be
limited to what is necessary to understand the business of the Credit Rating Agency).
(2) The term "Subsidiary Juridical Person" as used in the preceding paragraph means
another juridical person, the majority of whose Voting Rights Held by All the
Shareholders, etc. are held by a juridical person. In this case, the other juridical person,
the majority of whose Voting Rights Held by All the Shareholders, etc. are held by the
juridical person and one or more of its Subsidiary Juridical Persons or by one or more of
the Subsidiary Juridical Person of the juridical person, shall be deemed as a Subsidiary
Juridical Person of said juridical person.
Article 66-46 (Acting Representative Person)
(1) When there is any vacancy in the office of the Credit Rating Agency (limited to a
foreign juridical person; hereinafter the same shall apply in this Article), if the Prime
Minister finds it necessary, he/she may appoint a person who shall temporarily perform
the duty of the representative person in Japan (referred to as the "Acting Representative
Person" in the following paragraph). In this case, the Credit Rating Agency shall conduct
the registration for such appointment at the location of the principal business office or
office in Japan.
(2) When the Prime Minister has appointed an Acting Representative Person under the
provisions of the preceding paragraph, he/she may order the Credit Rating Agency to pay
a reasonable amount of remuneration to the Acting Representative Person.
Article 66-47 (Technical Replacement of Terms, etc. for Application of Provisions of
Page 8 of 14
This Act to a Foreign Juridical Person, etc.)
In cases where a Credit Rating Agency is a foreign juridical person or an organization
without judicial personality for which a representative person or administrator has been
designated, the technical replacement of terms for the application of the provision of this
Act and other necessary matters concerning the application of the provision of this Act to
said foreign juridical person or organization without judicial personality for which a
representative person or administrator has been designated shall be specified by Cabinet
Order.
Article 66-48 (Application Mutais Mutandis)
The provisions of Article 57, paragraphs (1) and (3) shall apply mutatis mutandis to the
registration under Article 66-27, and the provisions of Article 57, paragraphs (2) and (3)
and Article 65-6 shall apply mutatis mutandis to a Credit Rating Agency. In this case, any
necessary technical replacement of terms shall be specified by Cabinet Order.
Article 66-49 (Delegation to Cabinet Office Ordinance)
The procedures and any other matters necessary for implementation of the provisions of
Article 66-27 to the preceding Article inclusive shall be specified by Cabinet Office
Ordinance.
Article 194-7 (Delegation of Authority to Commissioner of Financial Services Agency)
(1) The Prime Minister shall delegate to the Commissioner of the Financial Services
Agency the authority vested under this Act (except those specified by Cabinet Order).
(2) The Commissioner of the Financial Services Agency shall delegate to the Securities and
Exchange Surveillance Commission (hereinafter referred to as the "Commission" in this
and the following Articles) the authority listed in the following, within the scope of
authority delegated under the provisions of the preceding paragraph; provided, however,
that the foregoing sentence shall not preclude the Commissioner of the Financial Services
Agency from exercising his/her authorities to issue an order of submission of reports or
materials:
(i) – (iii) (omitted)
(iii)-2 authority vested under the provisions of Article 66-45, paragraph (1) (limited to
authority related to the provisions specified by Cabinet Order as that for securing
fairness in the acts prescribed in Article 2, paragraph (35));
(iv) – (ix) (omitted)
(3) The Commissioner of the Financial Services Agency may, pursuant to the provisions of
Cabinet Order, delegate to the Commission the authority vested under Article 26
(including the cases where it is applied mutatis mutandis pursuant to Article 27), Article
27-22, paragraph (1) (including the cases where it is applied mutatis mutandis pursuant to
Article 27-22-2, paragraph (2)) and Article 27-22, paragraph (2), Article 27-30, Article
27-35, Article 56-2, paragraph (1) (including the cases where it is applied mutatis
mutandis pursuant to Article 65-3, paragraph (3)), Article 56-2, paragraph (2) to
Page 9 of 14
paragraph (4) inclusive, Article 60-11 (including the cases where it is applied mutatis
mutandis pursuant to Article 60-12, paragraph (3), Article 63, paragraphs (7) and (8),
Article 66-22, Article 66-45, paragraph (1), Article 75, Article 79-4, Article 79-77,
Article 103-4, Article 106-6, paragraph (1) (including the cases where it is applied
mutatis mutandis pursuant to paragraph (2) of that Article), Article 106-16, Article
106-20, paragraph (1) (including the cases where it is applied mutatis mutandis pursuant
to paragraph (2) of that Article), Article 106-27 (including the cases where it is applied
mutatis mutandis pursuant to Article 109), Article 151 (including the cases where it is
applied mutatis mutandis pursuant to Article 153-4), Article 155-9, Article 156-15,
Article 156-34, Article 156-58 and Article 193-2, paragraph (6), within the scope of
authority delegated under the provisions of paragraph (1) (excluding the authorities
delegated to the Commission under the provisions of the preceding paragraph).
(4) – (8) (omitted)
Article 198
A person who falls under any of the following items shall be punished by imprisonment
with work for not more than three years or by a fine of not more than three million yen, or
both:
(i) (omitted)
(ii) a person who has obtained registration under Article 29, Article 66 or Article 66-27,
registration of change under Article 31, paragraph (4), or permission under Article 59,
paragraph (1) or Article 60, paragraph (1) by wrongful means;
(iii) a person who has, in violation of Article 36-3, Article 66-9 or Article 66-34, made
other persons conduct Financial Instruments Business, Registered Financial Institution
Business, Financial Instruments Intermediary Service or Credit Rating Business;
(iii)-2 – (viii) (omitted)
Article 198-5
In the case of act of violation set forth in any of the following items, a representative
person, agent, employee or other worker of a Financial Instruments Business Operator, etc.,
Authorized Transaction-at-Exchange Operator, Financial Instruments Intermediary Service
Provider, Credit Rating Agency, Authorized Financial Instruments Firms Association or
Recognized Financial Instruments Firms Association prescribed in Article 78, paragraph (2),
Financial Instruments Exchange, Self-Regulation Organization prescribed in Article 85,
paragraph (1), Financial Instruments Exchange Holding Company, Foreign Financial
Instruments Exchange, Financial Instruments Clearing Organization, or Securities Finance
Company, or a Financial Instruments Business Operator or Financial Instruments
Intermediary Service Provider that has committed such act shall be punished by
imprisonment with work for not more than two years or by a fine of not more than three
million yen, or both:
(i) (omitted)
(ii) act of violating the disposition of the suspension of business under Article 52,
Page 10 of 14
paragraph (1), Article 53, paragraph (2), Article 60-8, paragraph (1), Article 66-20,
paragraph (1) or Article 66-42, paragraph (1) (excluding the disposition of the
suspension of business pertaining to authorization under Article 30, paragraph (1));
(iii)-(iv) (omitted)
Article 198-6
Any person who falls under any of the following items shall be punished by imprisonment
with work for not more than one year or by a fine of not more than three million yen, or
both:
(i) a person who has entered a fake statement or record into written applications or
documents to be attached thereto or Electromagnetic Records under Article 29-2,
paragraphs (1) to (3) inclusive, Article 33-3, Article 59-2, paragraph (1) or (3), Article
60-2, paragraph (1) or (3), Article 66-2, Article 66-28, Article 67-3, Article 81, Article
102-15, Article 106-11, Article 155-2, Article 156-3, Article 156-24, paragraphs (2) to (4)
inclusive or Article 156-40 and submitted them;
(ii) (omitted)
(iii) a person who has failed to prepare or preserve documents under Article 46-2 (including
the cases where it is applied mutatis mutandis pursuant to Article 60-6), Article 47,
Article 48, Article 66-16, Article 66-37, or Article 188, or prepared false documents;
(iv) a person who has failed to submit reports, documents or written documents under
Article 46-3, paragraph (1) (including the cases where it is applied mutatis mutandis
pursuant to Article 60-6), Article 47-2, Article 48-2, paragraph (1), Article 49-3,
paragraph (1) (including the cases where it is applied mutatis mutandis pursuant to
Article 60-6), Article 66-17, paragraph (1), Article 66-38, Article 155-5, Article 156-35
or Article 156-57, paragraph (1) or submitted reports, documents or written documents
containing fake statements;
(v) – (vi) (omitted)
(vi)-2 a person who has failed to make explanatory documents under Article 66-39 available
for public inspection or who has provided explanatory documents containing fake
statements for public inspection or who has failed to make the publication under that
Article or who has made a false publication;
(vii) (omitted)
(viii) a person who has failed to make a notification under Article 50-2, paragraph (1) or (7),
Article 60-7 or Article 66-40, paragraph (1) or (4), or made a false notification;
(ix) a person who has failed to make a public notice under Article 50-2, paragraph (6) or
Article 66-40, paragraph (3), or made a false public notice;
(x) a person who has failed to make a report or submit materials under Article 56-2, Article
60-11, Article 63, paragraph (7), Article 66-22, Article 66-45, paragraph (1), Article
103-4, Article 106-6, paragraph (1), Article 106-16, or Article 106-20, paragraph (1) or
made a false report or submitted false materials;
(xi) a person who has refused, hindered, or avoided inspections under Article 56-2, Article
60-11, Article 63, paragraph (8), Article 66-22, Article 66-45, paragraph (1), Article 75,
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Article 79-4, Article 103-4, Article 106-6, paragraph (1) (including the cases where it is
applied mutatis mutandis pursuant to paragraph (2) of that Article), Article 106-16,
Article 106-20, paragraph (1) (including the cases where it is applied mutatis mutandis
pursuant to paragraph (2) of that Article), Article 106-27 (including the cases where it is
applied mutatis mutandis pursuant to Article 109), Article 151 (including the cases where
it is applied mutatis mutandis pursuant to Article 153-4), Article 155-9, Article 156-15,
Article 156-34, Article 185-5 or Article 187(iv);
(xii) – (xviii) (omitted)
Article 205-2-3
A person who falls under any of the following items shall be punished by a fine of not
more than 300 thousand yen:
(i) a person who has failed to make a notification under Article 31, paragraph (1) or (3),
Article 32-3 (including the cases where it is applied mutatis mutandis pursuant to Article
32-4), Article 33-6, paragraph (1) or (3), Article 35, paragraph (3) or (6), Article 50,
paragraph (1), Article 60-5, Article 63, paragraph (3), Article 63-2, paragraph (2), Article
63-2, paragraph (3) (including the cases where it is applied mutatis mutandis pursuant to
Article 63-3, paragraph (2)) or Article 63-2, paragraph (4), Article 64-4 (including the
cases where it is applied mutatis mutandis pursuant to Article 66-25), Article 66-5,
paragraph (1) or (3), Article 66-19, paragraph (1), Article 66-31, paragraph (1) or (3),
Article 79-27, paragraph (4), Article 106-3, paragraph (5) (including the cases where it is
applied mutatis mutandis pursuant to Article 106-10, paragraph (4) and Article 106-17,
paragraph (4)), Article 156-55, paragraph (1), Article 156-56, or Article 156-60,
paragraph (2) or given a false notification;
(ii) – (v) (omitted)
(vi) a person who has, in violation of Article 955, paragraph (1) of the Companies Act as
applied mutatis mutandis pursuant to Article 50-2, paragraph (10) and Article 66-40,
paragraph (6), failed to enter or record matters specified by an Ordinance of the Ministry
of Justice with regard to electronic public notice investigations under that paragraph in
Investigation Record Book, etc. (meaning Investigation Record Book, etc. prescribed in
Article 955, paragraph (1) of the Companies Act; hereinafter the same shall apply in this
item), or entered or recorded a fake statement, or who has, in violation of that paragraph,
failed to preserve Investigation Record Book, etc.;
(vii) – (xiv) (omitted)
Article 207
(1) Where the representative person of a juridical person (including organizations without
judicial personality for which a representative person or administrator has been
designated; hereinafter the same shall apply in this paragraph and the following
paragraph) or an agent, employee, or other worker of a juridical person or individual has,
with regard to the business or property of the juridical person or individual, violated any
of the provisions set forth in the following items, not only shall the offender be punished
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but also said juridical person shall be punished by the fine prescribed in the respective
items and said individual shall be punished by the fine prescribed in the provisions
referred to in the respective items:
(i) – (iii) (omitted)
(iv) Article 198-6 (excluding items (viii), (ix), (xii), (xiii), and (xv)) or Article 199: a fine
of not more than 200 million yen;
(v) (omitted)
(vi) Article 198 (excluding items (v) and (viii)), Article 198-6, item (viii), (ix), (xii), (xiii)
or (xv), Article 200, item (xvii), (xviii)-2, or (xix), Article 201 (excluding items (i), (ii),
(iv), (vi), (ix) to (xi) inclusive), Articles 205 to 205-2 inclusive, Article 205-2-3
(excluding items (xiii) and (xiv)), or the preceding Article (excluding item (v)): the fine
prescribed in the respective Articles.
(2) – (3) (omitted)
Article 207-4
A person who falls under any of the following items shall be punished by a non-penal fine
of not more than one million yen:
(i) a person who has, in violation of Article 941 of the Companies Act as applied mutatis
mutandis pursuant to Article 50-2, paragraph (10) and Article 66-40, paragraph (6), failed
to request investigation under Article 941 of the Companies Act;
(ii) a person who has, in violation of Article 946, paragraph (3) of the Companies Act as
applied mutatis mutandis pursuant to Article 50-2, paragraph (10) and Article 66-40,
paragraph (6), failed to make a report or has made a false report;
(iii) a person who has refused requests set forth in the items of Article 951, paragraph (2)
or Article 955, paragraph (2) of the Companies Act which are applied mutatis mutandis
pursuant to Article 50-2, paragraph (10) and Article 66-40, paragraph (6), without
justifiable grounds; or
(iv) (omitted)
Article 208
An Issuer of Securities, a representative person or Officer of a Financial Instruments
Business Operator or Financial Instruments Intermediary Service Provider, a Financial
Instruments Business Operator or Financial Instruments Intermediary Service Provider, a
Financial Instruments Business Operator which is a foreign juridical person, a person who
has received permission under Article 59 or representative person of an Authorized
Transaction-at-Exchange Operator in Japan, an Officer of a Credit Rating Agency
(including the representative person or administrator of an organization without judicial
personality for which a representative person or administrator has been designated), a
representative person in Japan of a Credit Rating Agency which is a foreign juridical person
(including an organization without judicial personality for which a representative person or
administrator has been designated), an Officer (including a provisional board member) or
person who used to be a representative person of an Authorized Financial Instruments Firms
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Association or Recognized Financial Instruments Firms Association prescribed in Article 78,
paragraph (2), an Officer (including a provisional board member and provisional auditor) or
liquidator of an Investor Protection Fund, an Officer (including a provisional board member
and provisional executive officer), person who used to be a representative person, or
liquidator of a Financial Instruments Exchange or Self-Regulation Organization prescribed
in Article 85, paragraph (1), a representative person or person who used to be a
representative person of a Foreign Financial Instruments Exchange in Japan, a
representative person or Officer of a Financial Instruments Clearing Organization, a
representative person or Officer of a Securities Finance Company or an Officer of a
Designated Dispute Resolution Organization defined in Article 156-38, paragraph (1)
(including the representative person or administrator of an organization without judicial
personality for which a representative person or administrator has been designated) shall be
punished by a non-penal fine of not more than 300 thousand yen in the following cases:
(i) – (vii) (omitted)
(viii) when having violated orders under Article 51, Article 51-2, Article 53, paragraph (1),
Article 60-8, paragraph (1), Article 66-20, paragraph (1), Article 66-41, Article 79-37,
paragraph (5), Article 79-75, Article 156-16 or Article 156-33, paragraph (1) (in the case
of orders under Article 60-8, paragraph (1) or Article 66-20, paragraph (1), excluding
disposition of the suspension of business);
(ix) – (xxvii) (omitted)
Article 209
Any person who falls under any of the following items shall be punished by a non-penal
fine of not more than 100 thousand yen:
(i) – (vi)-2 (omitted)
(vii) a person who has violated orders under Article 60-4, paragraph (2), Article 65,
paragraph (2) or Article 66-46, paragraph (2);
(viii) – (xiii) (omitted)
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